Restaurant Asset Purchase Agreement for the United Kingdom

Restaurant Asset Purchase Agreement Template for England and Wales

A comprehensive legal agreement governed by the laws of England and Wales, designed to facilitate the transfer of restaurant business assets from one party to another. The agreement covers the sale and purchase of tangible and intangible assets, including equipment, inventory, intellectual property, licenses, and goodwill. It addresses key aspects such as transfer of employees, premises arrangements, and ongoing operational requirements while ensuring compliance with relevant food safety, licensing, and business regulations.

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What is a Restaurant Asset Purchase Agreement?

The Restaurant Asset Purchase Agreement is a crucial document used when transferring ownership of restaurant business assets in England and Wales. It's particularly relevant for business acquisitions where the buyer wishes to purchase specific assets rather than shares in the company. The agreement typically covers the sale of physical assets (such as equipment and inventory), intellectual property rights (including branding and recipes), licenses, permits, and customer databases. It addresses key considerations specific to the restaurant industry, including food safety compliance, alcohol licensing, employee transfers under TUPE regulations, and premises arrangements. This agreement is essential for protecting both parties' interests and ensuring a smooth transition of business operations.

What sections should be included in a Restaurant Asset Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and brief description of the business

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase of Assets: Core transaction terms and asset description

5. Purchase Price: Consideration and payment terms

6. Completion: Timing and mechanics of the transfer

7. Seller's Warranties: Standard warranties regarding the business and assets

8. Tax Matters: Tax obligations and allocations

9. Confidentiality: Protection of sensitive information

What sections are optional to include in a Restaurant Asset Purchase Agreement?

1. Employee Matters: TUPE provisions and employee arrangements - include when employees are being transferred

2. Property Provisions: Lease assignment or transfer provisions - include when premises lease is being transferred

3. Intellectual Property: Transfer of IP rights and protections - include when significant IP assets exist

4. Post-Completion Restrictions: Non-compete and non-solicitation provisions - include when protecting goodwill is crucial

What schedules should be included in a Restaurant Asset Purchase Agreement?

1. Schedule 1 - Assets: Detailed list of assets being transferred

2. Schedule 2 - Excluded Assets: Assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of any property interests being transferred

4. Schedule 4 - Employees: List of transferring employees and their terms

5. Schedule 5 - Contracts: Key contracts being assigned or transferred

6. Schedule 6 - Intellectual Property: Details of IP rights being transferred

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Appendix 1 - Form of Transfer Documents: Standard form documents for completion

9. Appendix 2 - Inventory: Current stock and equipment list

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Information Technology
Construction
Professional Services
Manufacturing
Public Sector

Relevant Teams

Procurement
Legal
Finance
Operations
Risk & Compliance
Commercial
Supply Chain

Relevant Roles

Procurement Manager
Project Manager
Commercial Director
Category Manager
Legal Counsel
Supply Chain Manager
Bid Manager
Compliance Officer

Industries

Transfer of Undertakings (Protection of Employment) Regulations 2006: Protects employees' rights when a business or undertaking is transferred to a new owner

Sale of Goods Act 1979: Governs the sale of goods and transfer of title in business transactions

Supply of Goods and Services Act 1982: Regulates contracts for the supply of goods and services

Landlord and Tenant Act 1954: Governs business tenancies and lease transfers in commercial property

Land Registration Act 2002: Regulates the registration of land and property interests in England and Wales

Employment Rights Act 1996: Establishes basic employment rights and protections for workers

Food Safety Act 1990: Primary legislation governing food safety and consumer protection in food businesses

Food Safety and Hygiene (England) Regulations 2013: Details specific requirements for food safety and hygiene in food establishments

Licensing Act 2003: Regulates the sale of alcohol and certain entertainment activities

Health and Safety at Work Act 1974: Primary legislation for workplace health and safety requirements

Environmental Protection Act 1990: Governs environmental protection and waste management requirements

UK GDPR: Regulates the processing and handling of personal data

Data Protection Act 2018: Implements and supplements the UK GDPR, providing the framework for data protection

Value Added Tax Act 1994: Governs VAT obligations in business transactions

Competition Act 1998: Regulates anti-competitive behavior and market dominance

Misrepresentation Act 1967: Provides remedies for misrepresentation in contract formation

Bills of Sale Act 1878: Regulates the transfer of personal chattels in business sales

Trade Marks Act 1994: Protects registered trademarks and related intellectual property rights

Working Time Regulations 1998: Governs maximum working hours, rest breaks, and holiday entitlements

Food Information Regulations 2014: Regulates food labeling and information provided to consumers

The Management of Health and Safety at Work Regulations 1999: Specifies detailed health and safety management requirements for businesses

Corporation Tax Act 2010: Governs corporate tax obligations in business transactions

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What is a Restaurant Asset Purchase Agreement?

What sections should be included in a Restaurant Asset Purchase Agreement?

What sections are optional to include in a Restaurant Asset Purchase Agreement?

What schedules should be included in a Restaurant Asset Purchase Agreement?

Authors

Alex Denne

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